Common use of Procedural Fairness Clause in Contracts

Procedural Fairness. The Board of Directors of Thermo Electron also determined that the Offer and the Merger are procedurally fair to the Unaffiliated Stockholders. In making such determination, the Board of Directors considered the following factors: - Each Unaffiliated Stockholder can individually determine whether to tender Shares in the Offer. - The Offer provides the opportunity for the Unaffiliated Stockholders to sell their Shares without incurring brokerage and other costs typically associated with market sales. - Unaffiliated Stockholders who believe that the terms of the Offer and the Merger are not fair can pursue appraisal rights in the Merger under state law. CERTAIN NEGATIVE CONSIDERATIONS. The Board of Directors of Thermo Electron also considered the following factors, each of which they considered negative, in their deliberations concerning the fairness of the terms of the Offer and the Merger: - TERMINATION OF PARTICIPATION IN FUTURE GROWTH OF THE COMPANY. Following the successful completion of the Offer and the Merger, the Unaffiliated Stockholders would cease to participate in the future earnings or growth, if any, of the Company or benefit from increases, if any, in the value of their holdings in the Company. - CONFLICTS OF INTEREST. The financial interests of Thermo Electron are adverse as to the Offer Price to the financial interests of the Unaffiliated Stockholders. In addition, officers and directors of the Company have actual or potential conflicts of interest in connection with the Offer and the Merger. See "--Conflicts Of Interest." - NO UNAFFILIATED STOCKHOLDER APPROVAL. The Offer and the Merger do not provide the Unaffiliated Stockholders with an opportunity to vote on the proposed transaction, unless the Merger occurs prior to February 23, 2002. - NO UNAFFILIATED REPRESENTATIVE OR INDEPENDENT DIRECTOR APPROVAL. The members of the Board of Directors of the Company who are not employees of the Company or affiliated with Thermo Electron have not retained an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Offer and the Merger or preparing a report concerning the fairness of the Offer and the Merger. The Board of Directors of the Company has delegated to the Independent Committee the authority to make a recommendation to the Unaffiliated Stockholders with respect to the Offer and to prepare a Solicitation/Recommendation Statement on Schedule 14D-9, as required by the rules of the Commission. The Independent Committee retained Salomon Smith Barney tx xxxxxx xx xx xxxxexxxx xhe fairness of the Offer to the Unaffiliated Stockholders. Thermo Electron is permitted by the terms of Delaware law and the rules of the Commission to conduct the Offer and the Merger without the approval of the Board of Directors of the Company, and thus the Offer and the Merger have not been and will not be approved by the members of the Board of Directors of the Company who are not employees of the Company or affiliated with Thermo Electron.

Procedural Fairness. The Board of Directors of Thermo Electron also determined that the Offer and the Merger are procedurally fair to the Unaffiliated Public Stockholders. In making such determination, the Board of Directors considered the following factors: - Each Unaffiliated Public Stockholder can individually determine whether to tender Shares in the Offer. - The Offer provides the opportunity for the Unaffiliated Public Stockholders to sell their Shares without incurring brokerage and other costs typically associated with market sales. - Unaffiliated Public Stockholders who believe that the terms of the Offer and the Merger are not fair can pursue appraisal rights in the Merger under state law. CERTAIN NEGATIVE CONSIDERATIONS. The Board of Directors of Thermo Electron also considered the following factors, each of which they considered negative, in their deliberations concerning the fairness of the terms of the Offer and the Merger: - TERMINATION OF PARTICIPATION IN FUTURE GROWTH OF THE COMPANY. Following the successful completion of the Offer and the Merger, the Unaffiliated Public Stockholders would cease to participate in the future earnings or growth, if any, of the Company or benefit from increases, if any, in the value of their holdings in the Company. - CONFLICTS OF INTEREST. The financial interests of Thermo Electron are adverse as to the Offer Price to the financial interests of the Unaffiliated Public Stockholders. In addition, officers and directors of the Company have actual or potential conflicts of interest in connection with the Offer and the Merger. See "--Conflicts Of Interest." - NO UNAFFILIATED PUBLIC STOCKHOLDER APPROVAL. The Offer and the Merger do not provide the Unaffiliated Public Stockholders with an opportunity to vote on the proposed transaction, unless the Merger occurs prior to February 23, 2002. - NO UNAFFILIATED REPRESENTATIVE OR INDEPENDENT DIRECTOR APPROVAL. The majority of the members of the Board of Directors of the Company who are not employees of the Company or affiliated with Thermo Electron have not retained an unaffiliated representative to act solely on behalf of the Unaffiliated Public Stockholders for purposes of negotiating the terms of the Offer and the Merger or preparing a report concerning the fairness of the Offer and the Merger. The Board of Directors of the Company has delegated to the Independent Committee the authority to make a recommendation to the Unaffiliated Public Stockholders with respect to the Offer and to prepare a Solicitation/Recommendation Statement on Schedule 14D-9, as required by the rules of the Commission. The Independent Committee retained Salomon Smith Barney tx xxxxxx xx xx xxxxexxxx xhe fairness of the Offer to the Unaffiliated Stockholders. Thermo Electron is permitted by the terms of Delaware law and the rules of the Commission to conduct the Offer and the Merger without the approval of the Board of Directors of the Company, and thus the Offer and the Merger have not been and will not be approved by the members of the Board of Directors of the Company who are not employees of the Company or affiliated with Thermo Electron.